248 Pa. 48 | Pa. | 1915
Opinion by
Levi Deal and four other plaintiffs filed this bill in equity in the Court of Common Pleas of Somerset County, Pennsylvania, against the Erie Coal & Coke Company, a corporation organized under the laws of
The second division under which the assignments were discussed in the argument, relates to the validity of the election held July 13, 1914. It appears from the record that, on July 7, 1914, the court below awarded an injunction against the officers and directors of the company to restrain them from holding the annual meeting and election, on July 13. On the evening of that date, however, certain stockholders of the. company, who were not made parties to the bill and who had not been served with the injunction, and who held less than one-quarter of the stock of the company, met at the office of the company and proceeded to vote for directors, all of the
In the third division, into which.the assignments were grouped, the question is raised as to the power of the court below under the circumstances to appoint a master to hold the election. It is contended that under Equity Rule 60, discontinuing the office of master in chancery, the court was without power to appoint a master to conduct a corporate election, or that at least it could not do so, until it had first determined all questions which might be raised as to the right of stockholders to .vote at such election. But the rule in question contains the following clause: “Except in proceedings where decrees or interlocutory orders are to be executed, or their execution supervised by an officer of the court.” We regard the facts of the present case as bringing it directly within the exception. The court below by its decree directed that an election should be held at a certain time and place and in a certain manner, and appointed a master to execute this order and supervise the holding of the election, with the special purpose of preventing disorder or violence. It would be manifestly impossible for a court to foresee, and pass upon beforehand, all the questions which might arise with respect to the rights of all the electors, when they should claim the right to vote. But by prescribing the time and place for holding
The right of certain stockholders to vote upon stock
Objection was also made to the use of a proxy given by the executors of a stockholder who resided in another state, upon the ground that the evidence of the appointment of the executors was not duly certified under the Act of Congress. The master held that the certification was sufficient, and the votes were received. In this ruling he was sustained by the court. In its opinion overruling the exceptions to the master’s report, the court below points out the fact that even if the exceptions to the allowance of these votes should all be sustained, the result of the election would not be changed. It is therefore apparent that even if there was any error in the rulings on these points, the appellants were not harmed thereby.
The assignments of error are all overruled. The decree of the court below is affirmed, and this appeal is dismissed at the cost of appellants.